By the Issuer. The Issuer agrees to indemnify, to the extent permitted by law, the Holders and each Person who participates as an underwriter in the offering or sale of the Designated Registrable Securities, their respective directors, officers, employees and agents and each Person who controls any Holder or any such underwriter against all losses, claims, damages, liabilities and expenses arising out of or based upon: (i) any information or statement contained in the Prospectus, any filing made in connection with the registration under the securities or other “blue sky” laws of a jurisdiction of the United States or any amendment thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceeding commenced or threatened by any applicable Canadian Securities Commission, court or other competent authority based upon any misrepresentation or alleged misrepresentation in the Prospectus or any amendment thereto or based upon any failure or alleged failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by the Holder or the underwriter or underwriters which is not as a result of a failure or alleged failure of the Issuer to comply with applicable Securities Laws); and (iii) non-compliance by the Issuer with any of the Securities Laws in connection with a Secondary Registration and the distribution effected thereunder, except in the case of any of the foregoing insofar as (A) any information or statement referred to in clause (i) or (ii) of this subsection 4.2(a) has been furnished in writing to the Issuer by the Holders or the underwriter or underwriters expressly for use therein pursuant to subsection 3.2(a) or Section 4.1; or (B) any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Issuer, which consent shall not be unreasonably withheld, conditioned or delayed.
By the Issuer. The Issuer shall indemnify each Agent and their respective directors, officers and employees against any Losses which it may incur or which may be made against it arising out of or in connection with its appointment or the exercise of its functions under this Agreement, except as may result from its wilful misconduct or gross negligence or that of its directors, officers or employees.
By the Issuer. The Issuer shall indemnify each Agent against any losses, liabilities, costs, claims, actions, demands or expenses (including, but not limited to, all reasonable costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against any Agent as a result of or in connection with its appointment or the exercise of its powers and duties hereunder except such as may result from its own wilful default, negligence or bad faith or that of its officers, directors or employees or the material breach by it of the terms of this Agreement. Notwithstanding the foregoing, under no circumstances will the Issuer be liable to any of the Agents or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit), even if advised of the possibility of such loss or damage. In case any action shall be brought against any of the Agents in respect of which indemnity may be sought from the Issuer, such Agent shall promptly notify the Issuer in writing and shall employ such legal advisers as may be agreed between them or, in default of such agreement, as such Agent may reasonably select. The Issuer shall not be liable in respect of any settlement of any such action effected without its consent, such consent not to be unreasonably withheld or delayed.
By the Issuer. By the Issuer, upon written notice to the Issuer, is any representation or warranty made in this Agreement by the Purchaser shall have been false or incorrect in any material respect when made or shall have become false or incorrect in any material respect thereafter, or if the Purchaser shall fail to perform or observe any material covenant or agreement made by it in this Agreement; or
By the Issuer the Issuer shall, upon presentation of duly documented evidence, indemnify each Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or properly incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it directly arising out of or in relation to or in connection with its appointment or the exercise of its functions, other than by reason of the Agent’s own material breach of any of its undertakings and agreements of this Agreement, its own negligence, fraud or wilful default or that of its officers, employees or agents.
By the Issuer. Except as provided in Article V of this Agreement, the Issuer will not sell, lease, assign, transfer, convey or otherwise dispose of its interest in the Facilities or any portion thereof or interest therein or in the revenues therefrom without the written consent of the Company, nor will it create or suffer to be created any debt, lien or charge thereon, not consented to by the Company, except Permitted Encumbrances.
By the Issuer. 12.1 The Issuer represents and warrants to and agrees with each Note Purchaser and each Noteholder on the date of this Agreement, on the date of each Funding Request, on each Funding Date and on each Purchase Date, that each of the statements set out in Schedule 6 to this Agreement is true and accurate and the Issuer undertakes to notify each Note Purchaser and each Noteholder as soon as it becomes aware of any breach of the representations and warranties set out in Schedule 6.
By the Issuer. (i) Minutes of a meeting of the board of directors of the ISSUER authorizing: (A) the issuance of a certificate for 18,451,700 shares of common stock, par value $.001 per share, of the ISSUER registered in the name of the SHAREHOLDER, and (B) the issuance of a certificate for an additional 6,548,300 shares of common stock, par value $.0001 per share, of the ISSUER registered in the name of the SHAREHOLDER as soon as the ISSUER has sufficient shares of common stock available to issue to the SHAREHOLDER,